Tip of the Spear Ventures

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acquisitions

Acquisition Entrepreneurship – Selecting Professional Advisors

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If you’re a leader thinking about making a change in your career, a new MBA looking to launch into leadership, or maybe a seasoned entrepreneur through acquisition you know that the road to identifying an organization to purchase is littered with the corpses of  those that did not conduct thorough enough due diligence. In this series, Acquisition Entrepreneurship, I’ll tackle the topics that will make your journey on that road less risky on the way towards successful acquisition of a new entity. In this post, we’ll explore the Professional Advisors recommended to assist you towards acquisition… Enjoy!

Acquisition Entrepreneurship Selecting Professional Advisors

Selecting Professional Advisors

An Accountant and a Lawyer are two of the most important advisors you’ll want to engage during your due diligence phase in acquisitions. You should look for those accountants and lawyers skilled in working with similarly sized firms as the one you’re exploring (Typically, those that work with smaller firms).

The accountant should have familiarity with smaller firm’s accounting practices, including payroll taxes, sales tax, and noncash expenses such as bad debt reserves or accruals for sales force bonuses earned yet paid. The accountant should have well established protocols to quickly determine if the company has accurately accounted for these expenses.

The lawyer should know which contracts are successfully in play at the acquisition and typical terms and conditions therein. This could be the same lawyer that assisted with creating your Letter of Intent (LOI) as well as prepares the final acquisition documents.

Professional Advisor Fees

While accountant and lawyer fees typically vary, depending on geography and especially with the purchase of an organization that can last several months to a year, you could expect that accounting due diligence will cost somewhere between $20,000 to $50,000. The reason there is such a large range provided is that the cliché “it depends” is in play regarding how much work needs to be done to understand the company’s true financial picture.

Legal due diligence is more tightly focused and includes the cost to prepare purchase agreements and related documents. The fees one can anticipate typically are in the $50,000 to $75,000 range.

One last note on professional advisor fees, specifically contingency. In other words, you may want to see if both accountants and lawyers will work on a contingent basis and therefore get paid at the time of closing so that you won’t have to come out of pocket during the due diligence phase. Keep in mind that some professional advisors will do so, some won’t work on contingency. The bottom line is that you typically get what you pay for so select wisely but don’t eliminate these all too important professional advisors!

Other Professional Advisors to Consider

In addition to accountants and lawyers, there may be other professional advisors that you want to bring in while conducting due diligence. I’ve hired engineers to come and inspect manufacturing equipment, IT consultants to inspect software development, Environment consultants to gage appropriateness of the wet excavation procedures, and Marketing consultants to ensure accuracy in market potential was accounted for. Depending on your entrepreneur through acquisition strategy and the organizations you’re considering, it’s important to bring in the professionals at time of due diligence well before you officially take ownership (Again, it’s better to walk away from the acquisitions table because of issues identified by professional advisors than to sit at it and go hungry for a period of time because you didn’t employ them!)

SUMMARY

Acquisition Entrepreneurship is a great way to explore your entrepreneurial spirit and look to “buy then build” an organization (As opposed to the typically thought of entrepreneurial methodology of a startup). Regardless of the industry you’re looking in and the size of the organization therein, you want to ensure that you have the best team of professional advisors employed to serve you. This will help with risk mitigation regarding your entrepreneur through acquisition strategy.

Sam Palazzolo

PS – I’m typically asked what our Acquisitions Strategy is at Tip of the Spear. As such, we have summarized our Acquisitions Criteria here on our website: https://tipofthespearventures.com/acquisitions/. Please review and let me know if I can be of service.

M&A: The New Rules of Mergers & Acquisitions – 5 Tips!

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The Point: As part of our Business Advisory Service for Sales/BizDev at Tip of the Spear Ventures, we’ve encountered a number of organizations that are considering selling/merging with another organization. As such, they’re great candidates for our M&A (Mergers & Acquisitions) advisory service. With each passing year where we offer M&A consulting, we find that the best plan is to prepare for the M&A activity, including putting together a team of professionals (In addition to consultants, attorneys, CPAs, etc.) But what if we don’t assemble a top-talent team to assist with Mergers & Acquisitions? In this post, we’ll explore the new rules of mergers and acquisitions, along with providing 5 tips… Enjoy!

New Rules of Mergers & Acquisitions 5 Tips

5 Tips (Rules?) to Follow in Mergers and Acquisition

Often essential for a company’s revenue column, mergers and acquisitions must be done in the right way to ensure that post-M&A creation is as profitable as pre-M&A activity. Why conduct the M&A after all if there would not be significant gains to be had? What follows are 5 tips (or rules) that should be contingency-planned in order to create successful mergers and acquisitions outcomes:

Rule #1: Establish a Dedicated Transaction Team

The timeline for completing a merger or acquisition is often very tight. The firms that will be used, the market specializes in transactions between listed companies and Legal services to reduce costs and since more and more transactions are cross-border, it is a good idea for a head of legal to build relationships with colleagues/consultants around the world.

Rule #2: Pay Special Attention to Regulatory Issues

In the new rules of merger and acquisition, one should pay special attention to regulatory issues. Rarely does a merger stumble because of a regulatory barrier, but if you wait too long before you evaluate that risk, it’s never a good strategy. The experts are unanimous: Legal counsel must ensure that no one in-house is committing a blunder causing a regulatory incident.

Rule #3: Think Team Integration Going In/Coming Out

If it is not necessary to put the cart before the horse and operate as a single entity before having accomplished all the mergers and acquisitions obstacles. It is nevertheless necessary to foresee potential blows from a lack of team integration well in advance of the M&A activity. An Integration Team is therefore responsible for identifying the departments whose operations will be merged and which departments will not be merged.

Rule #4: Do Not Be Afraid to Say “No”

Mergers and acquisitions transactions are relationships that grow and require companies to redefine themselves. If the transaction risks losing value rather than creating it, it may be better to retreat, pass, or say “No.” The fact is that the teams negotiating the transaction are so focused on the realization of the deal that they sometimes do not have the necessary distance to notice the problems that arise during due diligence. These problems are sometimes manageable by changing some of the terms of the initial agreement, but they are sometimes too important to ignore. If it’s not a good deal, regardless of ego/time involved thus far, you’re probably better off pulling the M&A plug!

Rule #5: Take Lessons from Each Transaction

The more we make, the better we are especially if you take the time to take stock after each M&A transaction. What worked well? What were the problems overcome? What were the problems we were unable to overcome? What did we not anticipate that we should anticipate next time? These “lessons” provide the “equipment” for creating lists of things to check for during the next transaction (In an effort to avoid repeating similar errors).

SUMMARY

In this post, we’ve looked at the new rules of mergers and acquisition along with 5 tips (rules?) Equipping yourself/your M&A Team with detailed information and new phases to be explored should allow for more fruitful future mergers and acquisitions activity.

 

Sam Palazzolo

Mergers & Acquisition Disruption for Exponential Growth: How Amazon’s Purchase of Whole Foods Upended Retailer’s Strategic Plan – 2 Tips!

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The Point: When Amazon announced that they were buying Whole Foods for close to $14 billion, the stock price of Amazon rose to 2.4%. This stock price lift was reported by the news to add roughly $11 billion to Amazon’s market capitalization. At this same period, the stock price of Sprouts decreased by 6.3%, Kroger dropped by 9.2% and Super Value plummeted by 14.4%. It was obvious that one could perceive the short term plans of most traditional retailers (including mergers & acquisitions) – that is, working through some shredding machines. Amazon’s recent purchase now holds high implications towards the future of groceries, the food industry at large, including general shopping – it proved how the strategy of exponential growth could be used to disrupt any industry. This post will discuss how any Mergers & Acquisition deal can disrupt an industry using a powerful Strategic Plan that guarantees growth over competitors…Enjoy.

Mergers & Acquisition Disruption for Exponential Growth 2 Tips

Hello, We’re Amazon. We’re Here to Buy You!

The purchase announcement made by Amazon made the speed and nature of future Mergers & Acquisitions far more challenging for all of us, or did it?. There have been 3 questionable premises by which most traditional retailers are now looking to build Strategic Plans on. The first was whether they can include digital capacities quicker than how Amazon is adding more stores. The second being that Amazon’s e-commerce competitive space is still constrained to retails sales in U.S. The last was how retailers who are brick-n-mortar based can transition to a digital world with any profit by cautiously growing e-commerce sales.

It is now very clear that Amazon’s Strategic Plan intends to offer almost everything for customers- this is a strong indicator that the retail arenas are vulnerable. Think of this for a moment, if Amazon was able to buy into the grocery channel, what do you think can stop it from penetrating into department stores, furniture stores, drug stores or electronic stores (Or, fill in the blank when it comes to _____ stores?) Alibaba, for example, did that in China and beyond with their Strategic Plan without regard to Mergers & Acquisitions. Another thing to also consider is that Amazon may decide to use groceries to increase customers’ delivery frequency – this could pile more profit into home delivery vehicles faster. From now on, retailers in any industry must constantly learn how to develop viable retail Strategy Plans that can help achieve exponential growth and compete worldwide in scope. 

2 Tips on Using Mergers & Acquisition Disruption for Exponential Growth

Let’s use the Amazon Mergers & Acquisition as a case study to explain two tips as disruption for exponential growth:

Tip #1: Advance and Merge Physical with Digital Capabilities

Now more than ever, the Amazon Mergers & Acquisitions activity reflects that it’s more strategically reasonable to conclude only the most viable retail Strategic Plan is the one that can advance and merge physical and digital capabilities. This advance and merge will have to be better than Amazon (or your major competitor in your Industry). What this implies is that retailers need to constantly be well equipped in order to compete with Amazon in certain fundamental capabilities – For example, expense management and innovation.

Tip #2: Develop the Innovation Engine

The real truth is that it is not the e-commerce network of Amazon that gives it its greatest competitive advantage. Instead, it is really the innovation engine at its disposal that provides competitive advantage over its rivals. In order to compete with Amazon’s constant innovations; traditional retailers must relearn how to innovate like successful startups do. This will require the movement from predictive plans to adaptive and building teams of agile innovators. Agile innovation teams are small and also multidisciplinary – they are well equipped with every needed physical and digital skill required to complete with task. They are also geared towards rapid pivots, not predictable straight-aways. These teams tend to always prefer creative working environments, instead of hierarchical bureaucracies.

SUMMARY

In this post we’ve explored the topic of Mergers & Acquisition Disruption for Exponential Growth: How Amazon’s Purchase of Whole Foods Upended Retailer’s Strategic Plan along with 2 Tips! As you have seen above, the retail world has recently learned the limitations predictive Strategic Planning can result to (as compared to a Strategic Plan consisting of adaptive innovation – especially in an unpredictable market!) The right moment could be upon us for retailers to rapidly learn how to adapt to their lists of strategic initiatives, merge digital and physical capabilities and improve on the funding/speed for execution through the development of innovation engines.

Sam Palazzolo

Leading at the Tip of the Spear - The Leader

PS – I just published my 4th book, aptly titled “Leading at the Tip of the Spear: The Leader” which looks at the skills needed to successfully lead in today’s business climate. I hope you’ll purchase copies for yourself/the leaders you know. 100% of the net profits go towards supporting my 501(c)(3) charity at the Javelin Institute. Amazon’s editors had the following to say about the work:

“In these days when so many expect so much recognition for doing so little, leadership seems easy, when it’s really harder than ever. To be that person who truly takes a chance, makes a stand, and ventures out in front of the crowd requires courage, commitment, and conviction—qualities that more than ever seem to be in short supply. There’s no shortcut to the skills that mark a true leader, but there are definite strategies that can help you set your internal compass, find the right route, and steer others onto the right path.

Leading at the Tip of the Spear – The Leader focuses on the physical, mental, emotional, intuitional, and spiritual abilities that are found in leaders who are willing to lead. You will learn to develop your individual values and purpose, strengthen your foresight and failure-resistance, step up your self-control, plan for any contingencies, and always stay on the offense. It will take effort and energy to understand the proposed process and fully implement it in life and business, but leadership is all about doing hard things for the right reasons. Once you’ve mastered true leadership, nothing can stop you from having the career and the life you’ve worked for.”

Mergers & Acquisitions: The Problem with Acquisitions – 3 Tips!

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The Point: The usage of acquisitions to divert and reshape corporate strategy has never been more prevalent than in today’s new economy. Today, many leaders prefer purchasing a company as a way of creating easy access to products, technology, markets, management talent, or assets as less risky and faster than picking up similar goals via internal endeavors. So at Tip of the Spear Ventures, we put our M&A hats on and wondered “What is the problem with acquisitions?” After all, it would appear to be not only in vogue, but a relatively easy approach to accomplish organizational growth goals. So in this post, we’ll explore Mergers & Acquisitions: The Problem with Acquisitions along with providing 3 tips… Enjoy!

Mergers Acquisitions Problem Acquisitions 3 Tips

M&A Headquarters… We have a Problem!

It is now very clear that there is a difference between (1) acquiring a company and (2) making it work! There are countless M&A corpses strewn along the business super-highway as reminders. As leaders, we need to understand how to manage acquisitions better and not looking beyond conventional advice.

To make acquisitions work, most analysts often stress one of two methods. First of all, the strategic fit between the target and its acquirer, and secondly how important the proposed subsidiary can provide/adapt to the parent organization’s technique (or modus operandi).

M&A Round Peg in Square Hole

The need to meet an organizational fit between the two companies was what the other approach stressed on – that is, by matching corporate cultures, demographic features, or administrative systems. The success of an acquisition is guaranteed if the degrees of strategic and organizational fit are enough.

Most often, friendly acquisitions that follow this advice fail to work, why? Managers can gain insight into this question on the real acquisition process and not the strategic fit or organizational fit.

3 Tips That Affect the Result of the Process

Recent research reveals three tips, or factors, inherent in the process can affect the outcome:

Tip #1: Fragmented Perspectives

As a result of analysts and specialists involvement in a specific ability and independent goals, fragmented and multiple views of the agreement may occur. General managers may find it difficult to integrate these perspectives. Most of the time, analysts with specialized skills and managers dominate the process of acquiring a company. It will be difficult for managers to support a generalist grasp of the transaction just because of the need for complex technical analysis and number of tasks to complete.

Tip #2: Integrating Perspectives

When the momentum to close the deal is increasing, it can force closure prematurely and thereby limit any consideration of integration issues. The challenges of fragmented perspectives are conquered by top executives if active roles are performed during the acquisition process. Strategies to structure balance among different groups and interests to ensure the proper analysis of integrated sets.

Tip #3: Some Ambiguity Issues

Most of the time, buyers and sellers were unable to resolve some important areas of ambiguity before agreements are complete. Financial analysts and researchers often describe acquisitions as acts of strategic calculation. In sharp contrast, those involved directly with the acquisition process always point to powerful forces beyond managerial control that increase the speed of the transaction.

So What Exactly is the Problem with Acquisitions?

The factors above may manifest acquisition plans, which might be over an extended period, or amid transactions, which will probably be in haste. For every procurement, supervisors ought to consider what factors are making the procedure accelerate and recognize transparency between corporate strategy and other factors like the interests of personal profession or special groups and personality issues – all these intertwine in most cases.

SUMMARY

This is the perfect moment senior leaders need to reevaluate their assumptions about acquisition actions in a principal way – neglecting this will cause a problem with acquisitions. Preservation reassessment by the boards and executives in both purchasing and target organizations with regards to the procurement’s purpose and their capacity to gain benefits in the long haul from the proposed combination may uncover different issues that each party ought to know about. Building up superior understanding of the inconspicuous but useful role that the acquisition procedure plays in the outcome of procurement is an imperative piece of the first reassessment.

Sam Palazzolo

Leading at the Tip of the Spear Lunch Offer

Business For Sale?

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With the continued expansion of the economy, there’s no time like the present for would-be entrepreneurs to consider launching a business (Especially when you consider the recent tax and regulatory reform). Tip of the Spear Ventures’ Mergers & Acquisitions (M&A) Business Advisory Service was established to (1) assist those desiring to purchase a business, as well as (2) those business owners looking to exit or sell their existing business.

Business for Sale_Mergers and Acquisitions

A recent UBS study titled Q1 Investor Watch Report, reports that nearly 60% (58%) of sampled wealthy investors would consider starting a business. The report also reflects 52% of existing business owners are looking to capitalize on the robust economy and sell within the next 5-years (20% would like to create a succession plan whereby heirs would take over the business responsibilities, while 18% say that they will opt to simply shut the business down). Why the large percentage of business owners looking to exit? The study found 2 succession reasons in particular:

  1. Succession plans whereby the business would be turned over to heirs reflect that these successors would rather have cash in the bank versus ownership in the business (82%).
  2. Millennials also reflect a propensity to hold back and not run a business, citing business ownership and entrepreneurship are simply too stressful (80%)

Tip of the Spear Ventures’ M&A Business Advisory Services seek to assist both those looking to purchase a business (Buy-side) as well as those looking to exit their business (Sell-side). Our services combine the best of counsel ranging from M&A expertise, Accountancy, and facts of Legal matters.

To find out more about Tip of the Spear Ventures’ M&A Business Advisory Services,please contact us by phone @ 855.97SPEAR (855 977 7327) or email: info@tipofthespearventures.com.